---

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U. S. SECURITIES AND EXCHANGE COMMISSIONWASHINGTON,
D.C. 20549

FORM 10-Q

(Mark One)

|  |                                                                                         
|- | ----------------------------------------------------------------------------------------
|x | QUARTERLY
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended September 30,
2008


|  |                                                                                          
|- | -----------------------------------------------------------------------------------------
|o | TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to
_____________


Commission File Number: 333-151212

E-DISPATCH INC.(Name of small business issuer as specified in its charter)

|                                                                     |                    
|-------------------------------------------------------------------- | -------------------
|Nevada                                                               | 74-3232809         
|(State or other jurisdiction of                                      | (I.R.S. Employer   
|incorporation or organization)                                       | Identification No.)
|                                                                     |                    
|800 Bellevue Way, Suite 400                                         
|Bellevue, Washington, 98004                                         
|                                                                     |                    
|                                                                    
|                                                                     |                    
|                                                                    
|(Address of
 principal executive offices, including zip code)       
|                                                                    
|Registrants
 telephone number, including area code: (425)
 646-2391
|                                                                     |                    
|                                                                    

Indicate by
check whether the registrant (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesxNo

Indicate by
check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller
reporting company in Rule 12b-2 of the Exchange Act. (Check one):Large
accelerated filer o   Accelerated filer o   Non-accelerated filer o   Smaller reporting company x

Indicate by
check mark whether the Registrant is a shell company (as defined in Rule 12b-2
of the Exchange Act). YES o   NO x

The
issuer had 1,800,000 shares of its common stock issued and outstanding as of
October 31, 2008.

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Available Information

Our Annual
Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form
8-K and all amendments to those reports that we file with the Securities and
Exchange Commission, or SEC, are available at the SECs public reference room
at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain
information on the operation of the public reference room by calling the SEC at
1-800-SEC-0330. The SEC also maintains a website at www.sec.gov that contains
reports, proxy, and information statements and other information regarding
reporting companies.

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TABLE OF CONTENTS

|         |  |                                                                                        |  |     
|-------- |  | -------------------------------------------------------------------------------------- |  | ----
|         |  |                                                                                        |  | Page
|         |  |                                                                                        |  |     
|         |  | PART I                                                                                 |  |     
|ITEM 1.  |  | Financial Statements                                                                   |  | 6   
|ITEM 2.  |  | Managements Discussion and Analysis of Financial Condition and
 Results of Operations |  | 18  
|ITEM 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                             |  | 19  
|ITEM 4.  |  | Controls and Procedures                                                                |  | 19  
|         |  |                                                                                        |  |     
|         |  | PART II                                                                                |  |     
|ITEM 1.  |  | Legal Proceedings                                                                      |  | 21  
|ITEM 1A. |  | Risk Factors                                                                           |  | 21  
|ITEM 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                            |  | 21  
|ITEM 3.  |  | Quantitative and Qualitative Disclosures about Market Risk                             |  | 21  
|ITEM 4.  |  | Submission of Matters to a Vote of Security Holders                                    |  | 21  
|ITEM 5.  |  | Other Information                                                                      |  | 21  
|ITEM 6.  |  | Exhibits                                                                               |  | 22  

- 3 -

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Cautionary Statement Concerning
Forward-Looking Statements

USE OF NAMES

In
this quarterly report, the terms E-Dispatch Inc., Company, we, or our,
unless the context otherwise requires, mean E-Dispatch Inc.

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This
Quarterly Report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking statements.
Forward-looking statements give the Companys current expectations, plans,
objectives, assumptions, or forecasts of future events. All statements other
than statements of current or historical fact contained in this annual report,
including statements regarding the Companys future financial position,
business strategy, budgets, projected costs and plans and objectives of
management for future operations, are forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as
anticipate, estimate, plans, potential, projects, ongoing,
expects, management believes, we believe, we intend, and similar
expressions. These statements are based on the Companys current plans and are
subject to risks and uncertainties, and as such the Companys actual future
activities and results of operations may be materially different from those set
forth in the forward looking statements. Any or all of the forward-looking
statements in this annual report may turn out to be inaccurate and as such, you
should not place undue reliance on these forward-looking statements. The Company
has based these forward-looking statements largely on its current expectations
and projections about future events and financial trends that it believes may
affect its financial condition, results of operations, business strategy and
financial needs. The forward-looking statements can be affected by inaccurate
assumptions or by known or unknown risks, uncertainties, and assumptions due to
a number of factors, including:

|  |  |                                                                                                 
|- |  | ------------------------------------------------------------------------------------------------
|o |  | dependence
 on key personnel;                                                                   
|  |  |                                                                                                 
|o |  | competitive
 factors;                                                                           
|  |  |                                                                                                 
|o |  | degree of success
 of research and development programs                                         
|  |  |                                                                                                 
|o |  | the
 operation of our business; and                                                             
|  |  |                                                                                                 
|o |  | general
 economic conditions in the United States, the Philippines and other locations
 in Asia.

These
forward-looking statements speak only as of the date on which they are made,
and except to the extent required by federal securities laws, we undertake no
obligation to update any forward-looking statements to reflect events or
circumstances after the date on which the statement is made or to reflect the
occurrence of unanticipated events. In addition, we cannot assess the impact of
each factor on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained
in any forward-looking statements. All subsequent written and oral
forward-looking statements attributable to

- 4 -

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the Company or
persons acting on its behalf are expressly qualified in their entirety by the
cautionary statements contained in this Quarterly Report.

- 5 -

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PART I

|                              | 
|----------------------------- | 
|Item 1. Financial Statements.

E-Dispatch Inc.
(A Development Stage Company)
Balance Sheet
September 30, 2008
(unaudited)

|                                                                               |  |                                  |         |                 |   |         |  
|------------------------------------------------------------------------------ |  | -------------------------------- | ------- | --------------- | - | ------- | -
|                                                                               |  | September 30,
 2008
 (unaudited) |         | March 31,
 2008 |  
|                                                                               |  |                                  |         |                 |  
|                                                                               |  |                                  |         |                 |   |         |  
|Asset                                                                          |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Cash                                                                           |  | $                                | 15,098  |                 | $ | 39,850  |  
|Prepaid expenses                                                               |  |                                  | 378     |                 |   |        |  
|                                                                               |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Total Assets                                                                   |  | $                                | 15,476  |                 | $ | 39,850  |  
|                                                                               |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Liabilities                                                                    |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Accounts payable and accruals                                                  |  | $                                | 4,000   |                 | $ | 5,500   |  
|Due to stockholder                                                             |  |                                  | 1,674   |                 | $ | 1,348   |  
|                                                                               |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Total Liabilities                                                              |  | $                                | 5,674   |                 | $ | 6,848   |  
|                                                                               |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Stockholders Equity (Note 3)                                                  |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Common stock authorized 100,000,000 common shares with a par
value
 of $0.001 |  |                                  |         |                 |   |         |  
|Common stock issued and outstanding 1,800,000 common
shares                   |  |                                  | 1,800   |                 | $ | 1,800   |  
|Additional paid in capital                                                     |  |                                  | 48,200  |                 | $ | 48,200  |  
|Deficit accumulated during the development stage                               |  |                                  | (40,198 | )               | $ | (16,998 | )
|                                                                               |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Total Stockholders Equity                                                     |  | $                                | 9,802   |                 | $ | 33,002  |  
|                                                                               |  |                                  |         |                 |   |         |  
|                                                                               |  |                                  |         |                 |   |         |  
|Total Liabilities and Stockholders Equity                                     |  | $                                | 15,476  |                 | $ | 39,850  |  
|                                                                               |  |                                  |         |                 |   |         |  

The accompanying notes are an integral part of these
financial statements

- 6 -

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E-Dispatch Inc. 
(A Development Stage Company)
Statement of Operations 
(unaudited)

|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|------------------------------------------------------------- |  | ----------------------------------------- | --------- | --------------------------------------- | - | ---------------------------------------------------------------- | - | --------------------------------------------------------------------------------------- | --------- |  | - | ------- | -
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |          
|                                                             
|                                                              |  | Three
 months
 ended
 September 30,
 2008 |           | Six
 months
 ended
 September 30,
 2008 |   | Date of
 Incorporation
 (July 31, 2007)
 to
 September 30,
 2007 |   | Cumulative
 Amounts
 From
 Date of
 Incorporation(July 31, 2007)to
 September 30,
 2008 |          
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |          
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|REVENUE                                                       |  | $                                         |          |                                         | $ |                                                                 |   | $                                                                                       |          |  | $ |        |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|OPERATING EXPENSES                                            |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|Accounting and legal                                          |  |                                           | 1,500     |                                         |   | 18,500                                                           |   |                                                                                         |          |  |   | 31,500  |  
|General & administrative                                      |  |                                           | 623       |                                         |   | 4,654                                                            |   |                                                                                         |          |  |   | 6,106   |  
|Web design                                                    |  |                                           |          |                                         |   |                                                                 |   |                                                                                         |          |  |   | 2,500   |  
|Bank charges                                                  |  |                                           | 30        |                                         |   | 46                                                               |   |                                                                                         |          |  |   | 92      |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|Loss before income taxes                                      |  |                                           | (2,153    | )                                       |   | (23,200                                                          | ) |                                                                                         |          |  |   | (40,198 | )
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|Provision for income taxes                                    |  |                                           |          |                                         |   |                                                                 |   |                                                                                         |          |  |   |        |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|Net loss                                                      |  | $                                         | (2,153    | )                                       | $ | (23,200                                                          | ) | $                                                                                       |          |  | $ | (40,198 | )
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|Basic and diluted loss per Common share (1)                   |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|Weighted average number of common shares outstanding (Note
4) |  |                                           | 1,800,000 |                                         |   | 1,800,000                                                        |   |                                                                                         | 1,800,000 |  |   |         |  
|                                                              |  |                                           |           |                                         |   |                                                                  |   |                                                                                         |           |  |   |         |  
|                                                             
|(1) less than $0.01                                          

The accompanying notes are an integral part of these
financial statements

- 7 -

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E-Dispatch Inc. 
(A Development Stage Company) 
Statement of Stockholders Equity 
For the period from Inception (July 31, 2007) to September 30, 2008 
(unaudited)

|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|---------------------------------------------------------------------------------- |  | ------------- | --------- | ------ | - | ---------------------------- |  | ------------------------------------------------ | ------ | -------------- | - | ------- | - | - | ------- | -
|                                                                                   |  |               |           |        |   | Additional
 Paid-in
 Capital |  | Deficit
 Accumulated
 During
 Development
 Stage |        | Total 
 Equity |  
|                                                                                   |  |               |           |        |   |                              |  |                                                 
|                                                                                   |  |               |           |        |   |                              |  |                                                 
|                                                                                   |  | Common Shares |           |        |   |                             
|                                                                                   |  | Issued Shares |           | Amount |   |                              |  |                                                 
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |  
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|Balance, July 31, 2007 (date of inception)                                         |  |               |          |        | $ |                             |  | $                                                |       |                | $ |        |   | $ |        |  
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|Common shares issued to founder at $0.01 per share on July 31,
2007                |  |               | 1,000,000 |        |   | 1,000                        |  |                                                  | 9,000  |                |   |        |   |   | 10,000  |  
|Common shares issued at private placement at $0.05 per share on
 November 23, 2007 |  |               | 800,000   |        |   | 800                          |  |                                                  | 39,200 |                |   |        |   |   | 40,000  |  
|Net (loss)                                                                         |  |               |          |        |   |                             |  |                                                  |       |                |   | (16,998 | ) |   | (16,998 | )
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|Balance, March 31, 2008                                                            |  |               | 1,800,000 |        |   | 1,800                        |  |                                                  | 48,200 |                |   | (16,998 | ) |   | 33,002  |  
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|Net (loss)                                                                         |  |               |          |        |   |                             |  |                                                  |       |                |   | (23,200 | ) |   | (23,200 | )
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  
|September 30, 2008                                                                 |  |               | 1,800,000 |        | $ | 1,800                        |  | $                                                | 48,200 |                | $ | (40,198 | ) | $ | 9,802   |  
|                                                                                   |  |               |           |        |   |                              |  |                                                  |        |                |   |         |   |   |         |  

The accompanying notes are an integral part of these
financial statements

- 8 -

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E-Dispatch Inc. 
(A Development Stage Company) 
Statement of Cash Flows 
(unaudited)

|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|------------------------------------------------------------ |  | --------------------------------- | ------- | ----------------------------------------------------------- | - | ----------------------------------------------------------- |  | - | ------- | -
|                                                             |  | Six Months
 ended
 Sept. 30, 2008 |         | Period from
 Inception
 (July 31, 2007)
 to
 Sept. 30, 2007 |   | Period from
 Inception
 (July 31, 2007)
 to
 Sept. 30, 2008 | 
|                                                             |  |                                   |         |                                                             |   |                                                             | 
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Operating Activities                                         |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Net (loss)                                                   |  | $                                 | (23,200 | )                                                           | $ |                                                            |  | $ | (40,198 | )
|(Increase) in prepaid expenses                               |  |                                   | (378    | )                                                           |   |                                                            |  |   | (378    | )
|Increase in accounts payable                                 |  |                                   | (1,500  | )                                                           |   |                                                            |  |   | 4,000   |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Cash from operating activities                               |  |                                   | (25,078 | )                                                           |   |                                                            |  |   | (36,576 | )
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Financing Activities                                         |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Increase in due to stockholder                               |  |                                   | 326     |                                                             |   |                                                            |  |   | 1,674   |  
|Sale of stock                                                |  |                                   |        |                                                             |   |                                                            |  |   | 50,000  |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Cash from financing activities                               |  |                                   | 326     |                                                             |   |                                                            |  |   | 51,674  |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Increase in cash                                             |  |                                   | (24,752 | )                                                           |   |                                                            |  |   | 15,098  |  
|Cash, opening                                                |  |                                   | 39,850  |                                                             |   |                                                            |  |   |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Cash, closing                                                |  | $                                 | 15,098  |                                                             | $ |                                                            |  | $ | 15,098  |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Supplemental information:                                    |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Taxes paid                                                   |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Taxes paid                                                   |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Non-cash activities:                                         |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Stock issued for services                                    |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Stock issued for accounts payable                            |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Stock issued for notes payable and interest                  |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Stock issued for convertible debentures and interest         |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Convertible debentures issued for services                   |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Warrants issued                                              |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Stock issued for penalty on default of convertible
debenture |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Note payable issued for finance charges                      |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  
|Forgiveness of note payable and accrued interest             |  | $                                 |        |                                                             | $ |                                                            |  | $ |        |  
|                                                             |  |                                   |         |                                                             |   |                                                             |  |   |         |  

The accompanying notes are an integral part of these
financial statements

- 9 -

---



E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 1  Nature of Operations

E-Dispatch Inc. (the
Company), incorporated in the state of Nevada on July 31, 2007, is a company
with business activities in cell phone-based taxi dispatch systems.

The company has limited
operations and in accordance with SFAS #7 is considered to be in the
development stage.

Note 2  Significant Accounting Policies

Accounting Basis

These financial statements
are prepared on the accrual basis of accounting in conformity with accounting
principles generally accepted in the United States of America.

Financial Instrument

The Companys financial
instrument consists of amount due to stockholder.

The amount due to stockholder
is non interest-bearing. It is managements opinion that the Company is not
exposed to significant interest, currency or credit risks arising from its
other financial instruments and that their fair values approximate their
carrying values except where separately disclosed.

Use of Estimates

The preparation of financial
statements in conformity with generally accepted accounting principles of the
United States requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the year. The more significant areas
requiring the use of estimates include asset impairment, stock-based
compensation, and future income tax amounts. Management bases its estimates on
historical experience and on other assumptions considered to be reasonable
under the circumstances. However, actual results may differ from the estimates.

- 10 -

---



E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 2  Significant Accounting Policies (continued)

Loss Per Share

Basic loss per share is
calculated using the weighted average number of common shares outstanding and
the treasury stock method is used to calculate diluted earnings per share. For
the years presented, this calculation proved to be anti-dilutive.

Dividends

The Company has not adopted
any policy regarding payment of dividends. No dividends have been paid during
the period shown.

Income Taxes

The Company provides for
income taxes under Statement of Financial Accounting Standards No. 109,
Accounting for Income Taxes. SFAS No. 109 requires the use of an asset and
liability approach in accounting for income taxes.

SFAS No. 109 requires the
reduction of deferred tax assets by a valuation allowance if, based on the
weight of available evidence, it is more likely than not that some or all of
the deferred tax assets will not be realized. No provision for income taxes is
included in the statement due to its immaterial amount, net of the allowance
account, based on the likelihood of the Company to utilize the loss
carry-forward.

Net Income Per Common Share

Net income (loss) per common
share is computed based on the weighted average number of common shares
outstanding and common stock equivalents, if not anti-dilutive. The Company has
not issued any potentially dilutive common shares.

Note 3  Due to Stockholder

The amount owing to
stockholder is unsecured, non-interest bearing and has no specific terms of
repayment.

- 11 -

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E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 4  Capital stock

Common Shares - Authorized

The Company has 100,000,000
common shares authorized at a par value of $0.001 per share.

Common Shares  Issued and
Outstanding

During the year, the Company
issued 1,800,000 common shares for total proceeds of $50,000.

As at September 30, 2008,
the Company has no warrants or options outstanding.

Note 5  Income Taxes

The Company provides for
income taxes under Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes. SFAS No. 109
requires the use of an asset and liability approach in accounting for income
taxes. Deferred tax assets and liabilities are recorded based on the
differences between the financial statement and tax bases of assets and
liabilities and the tax rates in effect currently.

SFAS No. 109 requires the
reduction of deferred tax assets by a valuation allowance if, based on the
weight of available evidence, it is more likely than not that some or all of
the deferred tax assets will not be realized. In the Companys opinion, it is
uncertain whether they will generate sufficient taxable income in the future to
fully utilize the net deferred tax asset. Accordingly, a valuation allowance
equal to the deferred tax asset has been recorded. The total deferred tax asset
is $8,843, which is calculated by multiplying a 22% estimated tax rate by the
cumulative NOL of $40,198.

The Company has non-capital
losses of $40,198.

Note 6  Related Party Transaction

As at September 30, 2008,
there is a balance owing to a stockholder of the Company in the amount of
$1,674.

The officers and directors
of the Company are involved in other business activities and may, in the
future, become involved in other business opportunities that become available.
They may face a conflict in selecting between the Company and other business
interests. The Company has not formulated a policy for the resolution of such
conflicts.

- 12 -

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E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 7  Going Concern

The accompanying financial
statements have been prepared assuming that the Company will continue as a
going concern. As discussed in the notes to the financial statements, the
Company has no established source of revenue. This raises substantial doubt
about the Companys ability to continue as a going concern. Without realization
of additional capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any adjustments that
might result from this uncertainty.

The Companys activities to
date have been supported by equity financing. It has sustained losses in all
previous reporting periods with an inception to date loss of $40,198 as of
September 30, 2008. Management continues to seek funding from its shareholders
and other qualified investors to pursue its business plan. In the alternative,
the Company may be amenable to a sale, merger or other acquisition in the event
such transaction is deemed by management to be in the best interests of the
shareholders.

Below is a listing of the most
recent accounting standards SFAS 150-162 and their effect on the Company.

Statement No. 150 - Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity (Issued 5/03)

This Statement establishes
standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity.

Statement No. 151- Inventory Costs-an amendment of ARB No.
43, Chapter 4 (Issued 11/04)

This statement amends the
guidance in ARB No. 43, Chapter 4, Inventory
Pricing, to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage).
Paragraph 5 of ARB 43, Chapter 4, previously stated that under some
circumstances, items such as idle facility expense, excessive spoilage, double
freight and re-handling costs may be so abnormal ass to require treatment as
current period charges. This Statement requires that those items be
recognized as current-period charges regardless of whether they meet the
criterion of so abnormal. In addition, this Statement requires that
allocation of fixed production overheads to the costs of conversion be based on
the normal capacity of the production facilities.

- 13 -

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E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 8  Recent Accounting Pronouncements (continued)

Statement No. 152 - Accounting for Real Estate Time-Sharing
Transactions (an amendment of FASB Statements No. 66 and 67)

This Statement amends FASB
Statement No. 66, Accounting for Sales of
Real Estate, to reference the financial accounting and reporting
guidance for real estate time-sharing transactions that is provided in AICPA
Statement of Position (SOP) 04-2, Accounting
for Real Estate Time-Sharing Transactions.

This Statement also amends
FASB Statement No. 67, Accounting for Costs
and Initial Rental Operations of Real Estate Projects, states that
the guidance for (a) incidental operations and (b) costs incurred to sell real
estate projects does not apply to real estate time-sharing transactions. The
accounting for those operations and costs is subject to the guidance in SOP
04-2.

Statement No. 153 - Exchanges of Non-monetary Assets (an
amendment of APB Opinion No. 29)

The guidance in APB Opinion
No. 29, Accounting for Non-monetary
Transactions, is based on the principle that exchanges of
non-monetary assets should be measured based on the fair value of the assets
exchanged. The guidance in that Opinion, however, includes certain exceptions
to the principle. This Statement amends Opinion 29 to eliminate the exception
for non-monetary exchanges of similar productive assts and replaces it with a
general exception for exchanges of non-monetary assets that do not have commercial
substance. A non-monetary exchange has commercial substance if the future cash
flows of the entity are expected to change significantly as a result of the
exchange.

Statement No. 154  Accounting Changes and Error Corrections
(a replacement of APB Opinion No. 20 and FASB statement No. 3)

This Statement replaces APB
Opinion No. 20, Accounting Changes,
and FASB Statement No. 3, Reporting
Accounting Changes in Interim Financial Statements, and changes the
requirements for the accounting for and reporting of a change in accounting
principle. This Statement applies to all voluntary changes in accounting
principle. It also applies to changes required by an accounting pronouncement
in the unusual instance that the pronouncement does not include specific transition
provisions. When a pronouncement includes specific transition provisions, those
provisions should be followed.

- 14 -

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E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 8  Recent Accounting Pronouncements (continued)

SFAS No. 155 - Accounting for Certain Hybrid Financial
Instruments-an amendment of FASB Statements No. 133 and 140

This statement amends FASB
Statements No. 140, Accounting for Transfers and Servicing of Financial Assets
and Extinguishments of Liabilities. This statement resolves issues addressed in
Statement 133 Implementation Issue No. D1, Application of Statement 133 to
Beneficial Interests in Securitized Financial Assets. This statement is
effective for all financial instruments acquired or issued after the beginning
of an entitys first fiscal year that begins after September 15, 2006.

SFAS No. 156 - Accounting for Servicing of Financial
Assets-an amendment of FASB Statement No. 140

This statement amends FASB
Statement No. 140 with respect to the accounting for separately recognized
servicing liabilities. An entity should adopt this statement as of the
beginning of its first fiscal year that begins after September 15, 2006.

SFAS No. 157 - Fair Value Measurements

In September 2006, the FASB
issued SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS No. 157 does not require any new fair value
measurements, but provides guidance on how to measure fair value by providing a
fair value hierarchy used to classify the source of the information. This
statement is effective for us beginning May 1, 2008.

SFAS No. 158 - Employers Accounting for Defined Benefit
Pension and Other Postretirement Plans-an amendment of FASB Statements No. 87,
88, 106, and 132(R))

This statement improves the
financial reporting by requiring an employer to recognize the overfunded or
underfunded status of a defined benefit postretirement plan (other than a
multiemployer plan) as an asset or liabilities in its statement of financial
positions and to recognize changes in that funded status in the year in which
the changes occur through comprehensive income of a business entity. This
statement also improves financial reporting by requiring an employer to measure
the funded status of a plan as of the date of its year-end statement of
financial position, with limited exceptions.

- 15 -

---



E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 8  Recent Accounting Pronouncements (continued)

SFAS No. 159 - The Fair Value Option for Financial Assets
and Financial Liabilities-Including an amendment of FASB Statement No. 115

This statement permits
entities to choose to measure many financial instruments and certain items at
fair value. The objective is to improve the financial reporting by providing
entities with the opportunity to mitigate volatility in reported earnings
caused by measuring related assets and liabilities differently without having
to apply complex hedge accounting provisions. This statement is expected to
expand the use of fair value measurement objectives for accounting for financial
instruments. This statement is effective as of the beginning of an entitys
first fiscal year that begins after November 15, 2007.

SFAS No. 160 - Non-controlling Interest in Consolidated
Financial Statements-an amendment of ARB No. 51

This statement amends ARB 51
to establish accounting and reporting standards for the non-controlling
interest in a subsidiary and for the deconsolidation of a subsidiary. It also
changes the way the consolidated income statement is presented for
non-controlling interest. This statement improves comparability by eliminating
diversity of methods. This statement also requires expanded disclosure.

SFAS No. 161

This statement is intended
to enhance the disclosure requirements for derivative instruments and hedging
activities as required by SFAS 133.

SFAS No. 162

This statement indentifies
the sources of accounting principles and the framework for selecting the
principles to by used in the preparation of financial statements for entities
that are presented in conformity with generally accepted accounting principles
in the United States, (the GAAP hierarchy).

- 16 -

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E-Dispatch Inc.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2008
(unaudited)

Note 8  Recent Accounting Pronouncements (continued)

FIN No. 48

In June 2006, the FASB
issued Interpretation No. 48 (FIN No. 48), Accounting
for Uncertainty in Income Taxesan interpretation of FASB Statement No. 109,
which clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes. The
Interpretation provides a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. Under FIN No. 48, the Company may
recognize the tax benefit from an uncertain tax position only if it is more
likely than not that the tax position will be sustained on examination by the
taxing authorities, based on the technical merits of the position. The tax
benefits recognized in the financial statements from such a position should be
measured based on the largest benefit that has a greater than 50% likelihood of
being realized upon ultimate settlement. FIN No. 48 also provides guidance on
de-recognition, classification, interest and penalties, accounting in interim
periods, disclosure, and transition. FIN No. 48 is effective for us beginning
July 1, 2007.

In June 2006, the FASB
ratified the Emerging Issues Task Force (EITF) consensus on EITF Issue No.
06-2, Accounting for Sabbatical Leave and Other Similar Benefits Pursuant to
FASB Statement No. 43. EITF Issue No. 06-2 requires companies to accrue the
costs of compensated absences under a sabbatical or similar benefit arrangement
over the requisite service period. EITF Issue No. 06-2 is effective for us
beginning July 1, 2007. The cumulative effect of the application of this
consensus on prior period results should be recognized through a
cumulative-effect adjustment to retained earnings as of the beginning of the
year of adoption. Elective retrospective application is also permitted.

Staff Accounting Bulletin
(SAB) No. 108, Considering the Effects of
Prior Year Misstatements when Quantifying Current Year Misstatements.
SAB No. 108 requires companies to quantify misstatements using both a balance
sheet (iron curtain) and an income statement (rollover) approach to evaluate
whether either approach results in an error that is material in light of
relevant quantitative and qualitative factors, and provides for a one-time
cumulative effect transition adjustment. SAB No. 108.

The FASB has replaced SFAS
No. 141 with a new statement on Business Combinations that changes the way that
minority interest is recorded and modified as a parents interest in a
subsidiary changes.

The adoption of these new
Statements is not expected to have a material effect on the Companys current
financial position, results or operations, or cash flows.

- 17 -

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|                                                                                               | 
|---------------------------------------------------------------------------------------------- | 
|Item 2. Managements Discussion and Analysis of Financial Condition and
 Results of Operation.

Overview

We
are a development stage company with limited operations and no revenues from
our business operations. Our auditors have issued a going concern opinion. This
means that our auditors believe there is substantial doubt as to whether we can
continue as an ongoing business for the next twelve months. We do not
anticipate that we will generate revenues until we have completed development
and deployment of our taxi dispatch system. Accordingly, we must raise cash
from sources other than our operations in order to implement our marketing
plan.

In
our managements opinion, there is a market need for a low-cost taxi dispatch
system. Our cell phone-based taxi dispatch system will be predicated on a
software product that will reside on a personal computer to be used by the taxi
dispatcher/system operator. We intend for our taxi dispatch system to allow the
taxi dispatcher/system operator to receive customer phone calls and to enter
requests for taxis into the system, which will then create and send interactive
text messages to taxis that are in service advising them of the waiting
customers.

We
believe that our current funding will allow us to begin our product
development, develop our website, market our product, and remain in business
for twelve months. We hope to begin to generate revenues by the end of 2009. If
we are unable to generate revenues for any reason or if we are unable to make a
reasonable profit after 2009, we may have to suspend or cease operations. At
the present time, we have not made any arrangements to raise additional cash.
Other than as described in this paragraph, we have no other financing plans at
this time.

Plan of Operation

Our
plan of operation is to develop and deploy our taxi dispatch system. We intend
to outsource both our website development and our product software development
in order to minimize the costs involved and to expedite the development
process.

Our
system will take advantage of current internet and cellular technology as well
as the increased functionality of todays cell phones, which are already owned
by many taxi drivers for their personal use. During the next twelve months we
expect that our Directors will dedicate time to the success of the business by
spending at least 20 to 25 hours per week on the development of our business.

Results of Operations

Revenues

We
had no revenues for the period from July 31, 2007 (date of inception) through
September 30, 2008.

Expenses

- 18 -

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Our
expenses for the three and six month periods ended September 30, 2008 were
$2,153 and $23,200, respectively, and since our inception were $40,198. These
expenses were comprised primarily of general and administrative, and legal and
accounting expenses, as well as banking fees.

Net Income (Loss)

Our
net loss for the three and six month periods ended September 30, 2008 were
$2,153 and $23,200, respectively. During the period from July 31, 2007 (date of
inception) through September 30, 2008, we incurred a net loss of $40,198. This
loss consisted primarily of administrative expenses. Since inception, we have
sold 1,800,000 shares of common stock.

Liquidity and Capital Resources

Our
balance sheet as of September 30, 2008, reflects assets of $15,476. Cash and
cash equivalents from inception to date have been insufficient to provide the
working capital necessary to operate to date.

We
anticipate generating losses and, therefore, may be unable to continue
operations in the future. If we require additional capital, we would have to
issue debt or equity or enter into a strategic arrangement with a third party.
There can be no assurance that additional capital will be available to us. We
currently have no agreements, arrangements or understandings with any person to
obtain funds through bank loans, lines of credit or any other sources.

Going Concern Consideration

The
financial statements contained herein for the fiscal quarter ended September
30, 2008, have been prepared on a going concern basis, which contemplates the
realization of assets and the satisfaction of liabilities in the normal course
of business. For the reasons discussed herein and in the footnotes to our
financial statements included herein, there is a significant risk that we will
be unable to continue as a going concern.

Off-Balance Sheet Arrangements

We
have no off-balance sheet arrangements.

|                                                                    | 
|------------------------------------------------------------------- | 
|Item 3. Quantitative and Qualitative Disclosures about Market Risk.

None.

|                                 | 
|-------------------------------- | 
|Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Under
the supervision and with the participation of our management, including our
Chief Executive Officer and Chief Financial Officer, we have evaluated the
effectiveness of our disclosure controls and procedures, as defined in Rule
13a-15(e) under the Securities Exchange Act of 1934, as amended, as of the end
of the period covered by this quarterly report. Based on

- 19 -

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that evaluation,
these officers concluded that our disclosure controls and procedures were
effective as of September 30, 2008.

Internal Control over Financial Reporting

There
has been no change in our internal control over financial reporting, as defined
in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended, during
the quarter ended September 30, 2008 that has materially affected, or is
reasonably likely to materially affect, our internal control over financial
reporting.

In
the ordinary course of business, our internal control over financial reporting
changes as we modify and enhance our processes and information technology
systems to meet changing needs and increase our efficiency. Any significant
changes in internal controls are evaluated prior to implementation to help
maintain the continued effectiveness of our internal control. While changes
have occurred in our internal controls during the quarter ended September 30,
2008, there were no changes that materially affected, or are reasonably likely
to materially affect, our internal control over financial reporting.

- 20 -

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PART II

|                           | 
|-------------------------- | 
|Item 1. Legal Proceedings.

None.

|                       | 
|---------------------- | 
|Item 1A. Risk Factors.

There
have been no material changes from the risk factors disclosed in our S-1 filed
on May 28, 2008.

|                                                                     | 
|-------------------------------------------------------------------- | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

|                                         | 
|---------------------------------------- | 
|Item 3. Defaults Upon Senior Securities.

None.

|                                                             | 
|------------------------------------------------------------ | 
|Item 4. Submission of Matters to a Vote of Security Holders.

None.

|                           | 
|-------------------------- | 
|Item 5. Other Information.

None.

|                  | 
|----------------- | 
|Item 6. Exhibits.

|             |  |                                                                                                                                                                                      
|------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit
 No. |  | Description                                                                                                                                                                          
|             |  |                                                                                                                                                                                      
|             |  |                                                                                                                                                                                      
|3.1          |  | Articles of
 Incorporation. (Attached as an exhibit to our Registration Statement on Form
 S-1 originally filed with the SEC on May 28, 2008, and incorporated herein by
 reference.)
|             |  |                                                                                                                                                                                      
|3(ii)        |  | Bylaws.
 (Attached as an exhibit to our Registration Statement on Form S-1 originally
 filed with the SEC on May 28, 2008, and incorporated herein by reference.)                    
|             |  |                                                                                                                                                                                      
|31           |  | Certification
 of Roderick Macutay pursuant to Rule 13a-14(a).                                                                                                                       
|             |  |                                                                                                                                                                                      
|32           |  | Certification
 of Roderick Macutay pursuant to 18 U.S.C Section 1350, as adopted pursuant to
 Section 906 of the Sarbanes-Oxley Act of 2002.                                         

- 21 -

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SIGNATURES

In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the
Registrant caused this Report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|                         |  |                 |                                                     
|------------------------ |  | --------------- | ----------------------------------------------------
|                         |  | E-DISPATCH INC.
|                         |  |                 |                                                     
|                         |  |                 |                                                     
|                         |  | By:             | /s/ Roderick
 Macutay                               
|                         |  |                 |                                                     
|                         |  |                 | Roderick
 Macutay, President, Treasurer and Director
|                         |  |                 | Principal
 Executive and Financial Officer          
|                        
|Date:
 November 10, 2008 |  |                 |                                                     

Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated.

|                      |  |                                    |  |                    | 
|--------------------- |  | ---------------------------------- |  | ------------------ | 
|Signatures            |  | Title                              |  | Date               | 
|                     
|                     
|/s/ Roderick
 Macutay |  | President,
 Treasurer and Director |  | November 10,
 2008 | 
|Roderick
 Macutay     |  |                                    |  |                    | 

- 22 -

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